Stockholder Approval and Charter Amendment. As soon as reasonably practicable following the Effective Date, the Company shall use its reasonable best efforts to obtain the Stockholder Approval at a meeting of the stockholders of the Company (at which a quorum is present) no later than April 30, 2024 (the “Stockholder Meeting”). The Company will prepare and file with the SEC a proxy statement to be sent to the Company’s stockholders in connection with the Stockholder Meeting (the “Proxy Statement”). Subject to the directors’ fiduciary duties, the Proxy Statement shall include the Company’s Board of Directors’ recommendation that the holders of shares of the Company’s securities that are entitled to vote on such proposal vote in favor of the Stockholder Approval. Promptly (and no later than three Business Days) following receipt of the Stockholder Approval, the Company will file the Charter Amendment with the Delaware Secretary of State, effective immediately upon receipt of filing. Each Purchaser agrees to vote all voting securities of the Company owned or controlled by such Purchaser in favor of the Stockholder Approval, and agrees to take all other actions within such Purchaser’s control relating to the ownership of the Company’s voting securities (including by attending the Stockholder Meeting in person or by proxy for purposes of constituting a quorum), to obtain the Stockholder Approval.
Stockholder Approval and Charter Amendment. Stockholder Approval shall have been obtained and the Charter Amendment shall have become effective.
